Updated for the 2009 environment!

Extensive case studies and

exercises!

Due Diligence
In Turbulent Times
Intelligence For Successful Transactions

31 May – 4 June 2009

Mövenpick Hotel, Dubai, UAE

Course I Course II
Financial And Commercial Due Legal Due Diligence
Diligence 3 – 4 June 2009
31 May – 2 June 2009
By Attending Our Financial And Commercial Due By Attending Our Legal Due Diligence Course You
Diligence Course You Will Learn How To: Will Learn How To:

• Appraise the quality and reliability of information
• Identify and verify worthwhile investment
opportunities
• Analyse the financial and commercial aspects of an
entity
• Identify and overcome the most common due
diligence pitfalls
• Analyse the legal aspects of an entity
• Minimise the risk to your company throughout
investment deals
• Identify which transactions require due diligence
• Advise the board of directors on the risks and
opportunities of a contemplated transaction

“A lot of info, practical info, was given in a short five days,

which makes the course very attractive”
Saeed Ahmad, Senior Investment Officer
Islamic Corporation for the Development of the Private Sector, KSA

Organised By Official Regional Recruitment Partner

www.iirme.com/duediligence
 Due Diligence
31 May – 2 June 2009
Dear Senior Executive,
In our difficult economic environment, the importance of due
diligence has reached new heights. In order to effectively minimise
risks and increase profits from your mergers, acquisitions and
investments, you must take advantage of the latest tools,
techniques and strategies available to leaders in due diligence.
To enable you to achieve proper due diligence, I’m proud to
introduce our annual, highly recognised and beneficial Due Diligence
course with our renowned course leaders, Andrew Robinson and
Herb Wolfson. By attending this two-part event, you will not only
gain the essential tools you need to control even the most complex
of deals, but also gain insight into newly developed due diligence
strategy.
At the highly anticipated Due Diligence course, you will find a
powerful array of enabling knowledge that will help you investigate
your activities with confidence. While businesses have always hoped
to develop their due diligence ability, new techniques and tools have
made this much more feasible.
In the first part of this course, you will explore Financial Due
Diligence with a commercially driven perspective. Over the following
two days, Legal Due Diligence will enable you to execute your
operation with lawful sureness.
By using the tools available to you at this year’s Due Diligence
course, you will both advance your professional ability and enable
yourself to contribute to a significantly positive change in the profits
of your organisation.
At Due Diligence, you will not only gain the essential tools you
need to control even the most complex of deals, you will also gain
first-hand insight from KPGM’s latest market survey!
It’s easy to register. You can log on to our website at www.iirme.
com/duediligence, send us an email (register@iirme.com), phone our
registration hotline on +971-4-3352437 or fax your completed
registration form to +971-4-3352438.
I look forward to seeing you in May.
Best regards,
Keith Parker
Conference Manager
P.S. Back-to-back courses for all your due
diligence needs in five interactive days…
P.P.S. Reserve your place now for both courses to
save over US$ 2,140!
Tel: 971-4-3352437 Fax: 971-4-3352438
Introduction
Doing Deals in Tough Times
Even in tough times companies will continue to carry out mergers and
acquisitions (M&As). However, today’s difficult financial environment
will put added pressure on companies (for their deals) to enhance
shareholder value. Managers who are relying on new strategies will
find themselves racing against the clock to prove that their value
proposition is real and to satisfy the terms being enforced by lenders.
In addition, the softer economic times will place more importance on
faster implementation of revenue synergies and cost-reduction
initiatives. Any deviations between actual results and the original
forecasts will place increased scrutiny on a transaction’s economics.
What this means for acquirers is that achieving success in today’s
environment is both more important and more challenging. Since
many companies have not historically been successful at creating
shareholder value through M&As, management teams need to quickly
focus on how to improve their M&A approach.
(Source: KPMG surveys)
The good news, however, is that there are still some companies that
have proven how to continually succeed with M&As. Many of these
companies share certain organisational characteristics – ranging from
how they operate to how their teams are structured. These
commonalities suggest there are a few specific measures an
organisation can adopt to greatly improve its results.
KPMG’s recent study takes a closer look at these measures. It
examines the most meaningful differences between the successful
M&A teams and the rest of the market and focuses on understanding
the practical side of these operational and organisational
characteristics, so that any company can quickly implement these
leading practices and increase its success rates.
Management’s challenge is to beat the market odds and execute
deals that deliver the value investors demand – IIR’s Due Diligence
course will introduce you to the skills that help you make successful
transactions even in tough times.
A due diligence engagement describes the analysis of the legal,
financial and/or commercial aspects of an entity, usually in
connection with a proposed transaction that would result in a
significant change in the ownership or capital structure of the target
entity.
The objective of a due diligence engagement is to advise the board of
directors how the risks and opportunities of a contemplated
transaction should be dealt with in the negotiation or the integration
phase. A due diligence report will address the dynamics of the
business including: identifying deal breakers, critical success
factors, key performance indicators, industry trends, management and
personnel issues, information on products, customers, competition,
marketing, sales, research and distribution, taxation and ownership
and legal issues.
The increasing popularity of auctions has changed the deal
environment significantly in recent years. The competitive tension of
an auction process can limit the amount of information which is
available to acquirers before close. Higher premiums are being paid
and whether you are a corporate buyer or a private equity house, a
more professional deal approach is required; including the appropriate
level of due diligence.
The process of gathering data, checking, investigating and verifying
requires experience and judgment to know when, where and how
to explore further to uncover what has not been disclosed. IIR’s Due
Diligence course will equip you with the skills and knowledge to
identify and verify worthwhile investment opportunities.
Web: www.iirme.com/duediligence
 Course I – Financial And Commercial Due Diligence
31 May – 2 June 2009

Course Timings: Registration and morning coffee will start at 8:00 on Day One. All days will commence at 8:30 and conclude at 14:30 with lunch.
There will be two refreshment breaks at appropriate intervals.

Day One – Sunday, 31 May 2009 Doing Deals In Tough Times

• Understand what successful acquirers are doing to enhance value
Financial And Commercial Due Diligence from their acquisitions and what challenges they face in taking
control of the target business
Introduction • Consider the subtle differences between the approaches of
• Definitions European acquirers, who appear to be more successful compared
• Types of due diligence with those in the Americas and Asia

The Transaction Process What Can Corporate Acquirers Learn From Private Equity?
• Enquiry management and determining the scope • A great deal of attention has focused in recent years on private
• Initial value assessment equity firms snapping up assets and turning them around in
• Pre-bid and data room investigations double quick time for a handsome return. As corporate activity
• Full access continues to pick up, it is important to ask what corporate
• Completion and reporting acquirers can learn from private equity’s positive performance

Financial Due Diligence Benchmarking Merger And Acquisition Teams

• Accounting policies • Exploring the secrets of successful teams and how you can learn
• Analysing information in a limited and full access situation from benchmarking your team’s approach and skills compared to
• Forecasts and projections that of the industry
• Sensitivity and trend analysis

Commercial Due Diligence Day Three – Tuesday, 2 June 2009

• Business analysis models
• Strategic business objectives
• Core business processes
• Support processes
Day Two – Monday, 1 June 2009
Best Practice Topics To Enhance Your Due Diligence Success
Focus on the skills necessary for presenting your findings to the board
of directors and cover several topics which will help you to enhance
the effectiveness of your due diligence process.
Presenting The Findings To The Board Of Directors
• Developing the contents of a due diligence report with emphasis
on key negotiation and integration matters
Basic Valuation Techniques
• Corporate valuation techniques and the relationship between due
diligence and valuation
Practical Due Diligence Investigation
Reinforce the skills learned on Day Two by applying these new skills
to a case study, based upon a real life example. The case study will
enable you to have practical experience in performing a due diligence
investigation as part of an integrated team.
• Plan and carry out a focused due diligence engagement which
meets the board of directors’ needs and is in accordance with a
standard approach
• Perform effective fact finding and analysis work and interpret the
results to support robust conclusions and advice
• Appreciate the risks inherent in due diligence work and
assessment of how these risks should be managed
Objectives are met by forming multi-skilled teams to work through
the financial and commercial stages of a due diligence investigation.
The additional benefits of this approach are that you will:
• Consider the depth and breadth of the investigation
• Realise the importance of a coordinated, multi-skilled approach
• Compare and challenge the evaluation and conclusion of other
teams

Introducing Your Expert Course Leader

Andrew Robinson, FCA, AMCT has been a Resident Partner leading financial due diligence engagements in KPMG’s Dubai
office since 1995. In this capacity he has led teams performing investigations on behalf of international and local companies
in a variety of industries, including media, energy, manufacturing, financial services and trading. Cross border assignments
have been particularly rewarding, providing Andrew with a breadth of experience across many of the Middle Eastern states.
Andrew is a UK National with over 25 years’ experience with KPMG in international offices. He worked in Europe and North
America prior to basing himself in the Middle East in 1989. He is a Fellow of the Institute of Chartered Accountants in England
and Wales and a qualified member of the Association of Corporate Treasurers in the UK as well as a Director of their Middle
East Branch.

Tel: 971-4-3352437 Fax: 971-4-3352438 Email: register@iirme.com Web: www.iirme.com/duediligence

 Course II – Legal Due Diligence
3 – 4 June 2009

Course Timings: Registration and morning coffee will start at 8:00 on Day One. All days will commence at 8:30 and conclude at 14:30 with lunch.
There will be two refreshment breaks at appropriate intervals.

Day One – Wednesday, 3 June 2009 Due Diligence Process

• Building an effective team
Introduction • The due diligence checklist
• What is ‘legal due diligence’? • Data room
• Who needs to perform legal due diligence and why? • Public records search
• Which transactions require due diligence?

Transactions Commonly Involving Due Diligence Day Two – Thursday, 4 June 2009
• Acquisitions/takeovers
• Financings Key Issues In Legal Due Diligence
• Real estate conveyance • Corporate matters
• Long-term commercial contracts • Ownership of assets
• Government licenses and permits
Due Diligence Tasks • Liens and encumbrances
• Document review • Pending and threatened litigation
• Other information gathering • Intellectual property matters
• Analysis and synthesis of information • Environmental matters
• Employees
Sources Of Due Diligence Data • Middle East local law issues
• Target company
• Government/public records Case Study – Due Diligence Checklist
• Third parties

Introducing Your Expert Course Leader

Herbert S. Wolfson is the Managing Partner of Emirates Law Network, an American law firm focusing on the United Arab Emirates and
neighbouring countries. He began his career as a securities lawyer in Washington in 1990 and went on to practice in Riyadh, New York, Abu Dhabi,
Dubai and Philadelphia. He has more than 15 years of experience working in and with the Middle East. Herbert serves as lead counsel for
multinational corporate clients in transactions in the UAE and neighbouring countries. He has provided expert testimony in US courts on commercial
disputes governed under the UAE, Saudi Arabian and Egyptian legal systems. Herbert’s publications include a detailed analysis (accompanied by his
own English translation) of UAE Federal Law No. 4 of 2000, which established the Emirates Securities and Commodities Authority. He has a degree
in law Magna cum Laude, as well as an undergraduate degree and a Master’s degree in Arabic, all from the University of Pennsylvania. In 2003,
Herbert was the lead drafter for a new contract law for the Government of Afghanistan.

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“The course leader was very diligent and keen on
discussing all key points related to the topic. The case A1001 IFRS
BC2879 6th Middle East IT Service Management
study method worked really well and the simulation of 15Conference
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21 – 26 March 2009
client meetings in presentations were also very useful
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and beneficial” BC2925 Senior Executive Finance
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BC2931 Advanced Financial Statement Analysis
“Raises valid issues about due diligence that might not
BC2955 IT Project Management
29 March – 2 April 2009
12 – 16 April 2009
be considered by all people involved in a decision” www.iirme.com/advfinance
www.iirme.com/itproject
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Tel: 971-4-3352437 Fax: 971-4-3352438 Email: register@iirme.com Web: www.iirme.com/duediligence

 Due Diligence
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31 May – 4 June 2009 • Mövenpick Hotel, Dubai, UAE

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www.iirme.com/duediligence

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contact 971-4-3352483 or email: r.devnani@iirme.com
*Group discounts are only applicable on the full event price
WEB BC3000
Yes, I want to register for:
Event Dates Price before Price between Price after
22 March 2009 22 March and 12 April 2009 12 April 2009
Book for the entire event 31 May – 4 June 2009 US$ 4,250 US$ 4,550 US$ 4,750
(Save US$ 2,140) (Save US$ 1,840) (Save US$ 1,640)
Course I – Financial And Commercial 31 May – 2 June 2009 US$ US$ 3,195 US$ 3,395 US$ 3,495
Due Diligence (3 Days) (Save US$ 300) (Save US$ 100)
Course II – Legal Due Diligence 3 – 4 June 2009 US$ 2,695 US$ 2,795 US$ 2,895
(2 Days) (Save US$ 200) (Save US$ 100)

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